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                                                                      EXHIBIT 23

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 14, 2001 included in this Form 10-K, into
the Company's previously filed Form S-8 Registration Statements File No.
33-36872, No. 333-35225, No. 333-41190 and No. 333-50400 and Form S-3
Registration Statement File No. 333-44460.




Houston, Texas
March 28, 2001